Common use of Piggyback Registrations Clause in Contracts

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. 3.1 The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 2 or Section 2.4 3 of this Agreement Exhibit B or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 2.3 or Section 2.4 2.5 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Acttransaction, an offer and sale of debt securities, or a registration on any registration form which that does not permit secondary sales sales, or does not include substantially the same information as would be required to be included in a registration statement covering the sale Company’s initial public offering of Registrable Securities,) its common shares), and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, including registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Holder of Registrable Securities shall be granted piggyback registration rights superior or equal to those of the Holders of the Series A Preferred Shares without the consent in writing of the Holders of at least fifty percent (50%) of the Series A Preferred Shares or Ordinary Shares issued upon conversion of the Series A Preferred Shares or a combination of such Series A Preferred Shares and Ordinary Shares.

Piggyback Registrations. (a) The Company shall promptly notify all Holders of Registrable Securities in writing at least thirty (30a "Piggyback Notice") days prior to filing any registration statement under the Securities Act for purposes of effecting a public an offering of securities of the Company (including, but not limited to, registration statements relating to the initial or secondary public offerings of securities of the Company, whether pursuant to Section 2.2 or otherwise, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and subject to Section 2.3(b), the Company will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, shall within twenty ten (2010) days after receipt of the above-described notice from the Company, Piggyback Notice so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any such registration statement thereafter filed by the Companystatement, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinin this Agreement.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Acttransaction, an offer and sale of debt securities, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) sales), and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Holder of Registrable Securities shall be granted piggyback registration rights superior to those of the Holders of the Preferred Shares without the consent in writing of the Holders of at least fifty percent (50%) of the Ordinary Shares held by the Holders (calculated on a fully-diluted and as-converted basis).

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty twenty (3020) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding (i) registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or an IPO for which the underwriters have delivered an exclusion notice to any the Company as provided in Subsection 2.3(a), (ii) employee benefit plan plans or a with respect to corporate reorganization reorganizations or (iii) other transaction covered by transactions under Rule 145 promulgated under of the Securities Act, or a registration on including in each case exclusion of any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in amendment of a registration statement covering filed publicly prior to the sale of Registrable Securities,date the Holder became party to this Agreement) and will afford each such Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or Agreement, to any employee benefit plan or a plan, to any corporate reorganization or other transaction covered by to a sale solely in connection with a Rule 145 promulgated under the Securities Act, transaction or a registration on any registration form statement which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, shall within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities each Holder in writing at least thirty (30) days prior to filing any registration statement Registration Statement under the Securities Act for purposes of effecting a public offering of securities of the Company for cash (including, but not limited to, registration statements including any Registration Statement relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration Registration Statements filed in connection with the IPO, under Section 2.2 or Section 2.4 2.3 of this Agreement or relating to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement Registration Statement all or any part of the Registrable Securities then held by such HolderHolder to the extent provided herein. Each If a Holder desiring desires to include in any such registration statement Registration Statement all or any part of the Registrable Securities held by such Holder shallit, it shall within twenty (20) days after receipt of the above-described notice from the Company, Company so notify the Company in writing, writing and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statementRegistration Statement. If a such Holder decides not to include all of its Registrable Securities in any registration statement Registration Statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements Registration Statement as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement (provided that the Company shall comply with the notice requirements therein), or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty twenty (3020) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Holder of Registrable Securities shall be granted piggyback registration rights superior to those of the Holders of Series B Preferred Shares, the Holders of Series A Preferred Shares without the consent in writing of the Holders of at least two-thirds (2/3) of the Ordinary Shares issuable or issued upon conversion of the Series B Preferred Shares and Series A Preferred Shares, which majority shall include the Ordinary Shares issuable or issued upon conversion of the majority of the Series B Preferred Shares and Series A Preferred Shares.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 2.3 or Section 2.4 2.5 of this the Shareholders Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Acttransaction, an offer and sale of debt securities, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) sales), and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement statement, at any time after the expiration of the Restriction Period as set forth in the Lock-Up Agreement, under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration required of Company under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall promptly notify all Holders of Registrable Securities in writing at least thirty (30) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and . The Company shall cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statementregistration. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 whether or not any Holder has elected to include Registrable Securities in such registration and shall promptly notify any Holder that has elected to include Registrable Securities in such registration of such termination or withdrawal. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 2.4 hereof.

Piggyback Registrations. The (a) Subject to the terms and conditions of the Lock-up Agreement, the Company shall notify each Investor who holds, and all Holders of of, Registrable Securities in writing at least thirty ten (3010) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings whether in connection with a public offering of securities by the Company, a public offering of securities by shareholders of the Company, or both, but excluding a registration statements relating solely to employee benefit plans, or a registration relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Acton Form S-4, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,sales) and will afford each such Investor and/or Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such HolderInvestor and/or Holder as set forth herein. Each Investor and/or Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Investor and/or Holder shall, within twenty five (205) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Investor and/or Holder wishes to include in such registration statementas set forth herein. If a an Investor and/or Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Investor or Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Subject to the terms of this Schedule, if the Company proposes to register for its own account any of its equity securities in connection with a public offering of such securities, or if any demand registration of equity securities is requested by other shareholders, the Company shall notify all Holders of Registrable Securities the Investor in writing at least thirty (30) days Business Days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to any primary or secondary offerings offering of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 2 of this Agreement Schedule or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under reorganization), and shall afford the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder Investor an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holderthe Investor. Each Holder The Investor desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty ten (2010) days Business Days after receipt of the above-above described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder the Investor wishes to include in such registration statement. If a Holder the Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the CompanyCompany or any other shareholders, such Holder the Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company or any other shareholders with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Subject to the terms of this Agreement, if the Company proposes to register for its own account any of its equity securities in connection with the public offering of such securities, or if any demand registration of equity securities is requested by investors making equity investment in the Company subsequent to the equity investment in the Company by the Holders, the Company shall notify all the Holders of the Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 3.3 or Section 2.4 3.5 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-above described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the CompanyCompany or any subsequent investors, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company or any subsequent investors with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Shareholder of the Company shall be granted the piggyback registration right under this Section 3.4 that is superior to those of the Holders without prior written consent of the Preferred Supermajority.

Piggyback Registrations. The Company shall promptly notify in writing (the “Piggyback Notice”) all Holders of Registrable Securities in writing at least thirty (30) days prior to the proposed filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating Special Registration Statements and registrations pursuant to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or Sections 2.1 and 2.3) (a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,“Piggyback Registration”) and will afford each such Holder an a reasonable opportunity to include in such registration statement all or any part of the such Registrable Securities then held requested to be registered by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty (20) 10 days after receipt of the above-described notice from the CompanyPiggyback Notice, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities requested to be registered by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Holder of Registrable Securities shall be granted piggyback registration rights superior to those of the Holders of the Preferred Shares without the consent in writing of the Holders of at least fifty percent (50%) of the Preferred Shares or Ordinary Shares issued upon conversion of the Preferred Shares or a combination of such Preferred Shares and Ordinary Shares.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Holder of Registrable Securities shall be granted piggyback registration rights superior to those of the Holders of Class B Ordinary Shares and the Preferred Shares without the consent in writing of the Majority Holders.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Holder of Registrable Securities shall be granted piggyback registration rights superior to those of the Holders of the Series C Preferred Shares without the consent in writing of the Series C Supermajority.

Piggyback Registrations. (a) The Company shall notify all Holders of each Holder who holds Registrable Securities in writing at least thirty (30) days 10 Business Days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings whether in connection with a public offering of securities by the Company, a public offering of securities by shareholders of the Company, or both, but excluding any registration statements relating to any registration under Section 2.2 an offering that is not a Qualified Equity Offering or Section 2.4 of this Agreement or to any employee benefit plan or which is a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities ActSpecial Registration, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included sales) and in any event including a registration statement covering resulting from obligations arising out of any other registration rights agreement to which the sale of Registrable Securities,) Company is a party, and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty five (205) days Business Days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform the Company state such Holder’s desire to include all or a part of the number of Registrable Securities held by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all the Holders of Registrable Securities in writing at least thirty (30) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan plans or a with respect to corporate reorganization reorganizations or other transaction covered by transactions under Rule 145 promulgated under of the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder the Holders an opportunity to include in such registration statement all or any part of the Registrable Securities then held by the Holders or duly issuable to such HolderHolders prior to the filing of the subject registration statement with the SEC upon their exercise of any option or conversion right under any Convertible Security (the "Converted Securities"). Each Holder The Holders desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it or, Converted Securities to be held by it, shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities such Holder wishes to include in such registration statementor Converted Securities by the Holders. If a Holder decides the Holders decide not to include all of its their Registrable Securities or Converted Securities in any registration statement thereafter filed by the Company, such Holder the Holders shall nevertheless continue to have the right to include any Registrable Securities or Converted Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall notify all Holders of each Holder who holds Registrable Securities that are not subject to an effective registration statement in writing at least thirty (30) days 10 Business Days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings whether in connection with a public offering of securities by the Company, a public offering of securities by shareholders of the Company, or both, but excluding any registration statements relating to any registration under Section 2.2 an offering that is not a Qualified Equity Offering or Section 2.4 of this Agreement or to any employee benefit plan or which is a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities ActSpecial Registration, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included resales of securities) and in any event including a registration statement covering resulting from obligations arising out of any other registration rights agreement to which the sale of Registrable Securities,) Company is a party, and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty five (205) days Business Days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform the Company state such Holder’s desire to include all or a part of the number of Registrable Securities held by such Holder wishes that are not subject to include in such an effective registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing (i) any registration statement under the Securities Act Act, or (ii) a prospectus supplement under a shelf registration statement, in each case for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 1.3 or Section 2.4 1.5 of this Agreement (so long as the Company complies with its obligations set forth therein) or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will shall afford each such Holder an opportunity to include in such registration statement or prospectus supplement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement or prospectus supplement or prospectus supplement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statementstatement or prospectus supplement. If a Holder decides not to include all of its Registrable Securities in any registration statement or prospectus supplement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or statement, registration statements or prospectus supplements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Holder of Registrable Securities shall be granted piggyback registration rights superior to those of the Holders of the Preferred Shares without the consent in writing of the Holders of at least fifty percent (50%) of the Preferred Shares or Ordinary Shares issued upon conversion of the Preferred Shares or a combination of such Preferred Shares and Ordinary Shares(voting together on as-converted basis).

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 4.3 or Section 2.4 4.5 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Acttransaction, an offer and sale of debt securities, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) sales), and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Shareholder of the Company shall be granted the piggyback registration right under this Section 4.4 that is superior to those of the Holders without prior written consent of holders of a majority of the Preferred Shares calculated on an as-converted basis.

Piggyback Registrations. The (i) If (but without any obligation to do so) the Company shall proposes to register (including, for this purpose, a registration effected by the Company for Shareholders other than the Holders) any of its securities under the Securities Act (or such Applicable Securities Laws, as the case may be), in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share plan, an offering or sale of securities pursuant to a registration statement on Form F-4 or Form S-4 (or any successor form), as the case may be, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, a registration of securities in a transaction under Rule 145 promulgated under the Securities Act, or in any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall, at such time, notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a such public offering offering. Upon the written request of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, given within twenty (20) days after receipt of the above-described such notice from the Company, so notify the Company shall, subject to the provisions of Section 2.4(ii), cause to be registered under the Securities Act the Registrable Securities that each such Holder has requested to be registered. For the avoidance of doubt, registration pursuant to this Section 2.4(i) shall not be deemed to be a demand registration as described in writing, and in such notice Section 2.3 above. There shall inform the Company of be no limit on the number of times the Holders may request registration of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinunder this Section 2.4(i).

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to 1.2, any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty fifteen (3015) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding a registration statements statement (i) relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a (ii) with respect to any corporate reorganization or other transaction covered by under Rule 145 promulgated under of the Securities Act, or a registration on including any registration form which does not permit secondary sales statements related to the resale of securities issued in such a transaction or does not include substantially the same information as would be required (iii) related to be included in a registration statement covering the sale stock issued upon conversion of Registrable Securities,debt securities) and will afford each such Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty seven (207) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, or if the Holder’s Registrable Securities are excluded therefrom by the provisions of Section 2.1(a), such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing (a “Piggyback Notice”) at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 2.1 or Section 2.4 of this Agreement 2.3 or to any employee benefit plan registrations by the Company on Form S-4 or F-4, as the case may be, or any successor forms, and any other equivalent registrations and registrations by the Company of any shares issued pursuant to a corporate reorganization share purchase or share option plans or agreements or other transaction covered by Rule 145 promulgated under the Securities Actincentive share arrangements), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each such Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, shall within twenty (20) days after receipt of the above-described notice Piggyback Notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of its Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities held by it in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Subject to subsections (a) and (b) below, the Company shall notify Notify all Holders of Registrable Securities in writing (the “Registration Statement Notice”) at least thirty twenty (3020) calendar days prior to filing any registration statement under the Securities Act for purposes of effecting a public an offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 (i) Form S-8 or Section 2.4 of this Agreement or to any employee benefit plan plan, or (ii) a corporate reorganization reorganization, merger or other transaction covered by Rule 145 promulgated under acquisition, (iii) for an exchange offer or offering of securities solely to the Securities ActCompany’s existing shareholders, (iv) for an offering of debt that is convertible into equity securities of the Company, or (v) for a registration on dividend reinvestment plan. The failure of the Company to give any registration form which does such Registration Statement Notice shall not permit secondary sales or does not invalidate the Registration Statement. If, within five (5) calendar days after the Registration Statement Notice is given, a Holder provides written notice to the Company of its wish to include substantially such Registrable Securities (in the same information as would be required to be included amount set forth in a registration statement covering such notice) in such Registration Statement, the sale of Registrable Securities,) and Company will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty Registration Statement (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statementa “Piggy Back Registration”). If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to not have the any right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty fifteen (3015) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.. Notwithstanding the foregoing, the rights of the Holder pursuant to this Section 2.3 shall not apply to the filing of any registration statement under the Securities Act for the resale of any of the Company’s common stock held by or to be issued to Laurus Master Fund, Ltd.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities and Additional Holders in writing at least thirty fifteen (3015) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,Special Registration Statements) and will afford each such Holder or Additional Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder or Additional Holder. Each Holder or Additional Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementor Additional Holder. If a Holder or Additional Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder or Additional Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. For purposes of this Section 2.3 only, the shares set forth opposite each Additional Holder’s name on Exhibit B shall be deemed Registrable Securities.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing as soon as reasonably practicable after the Company determines it will file any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.3 shall be paid by the Company.

Piggyback Registrations. The (a) At any time prior to the termination of this Agreement, the Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein; provided, however, that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.3 without obligation to the Holders.

Piggyback Registrations. The Company shall promptly notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding (i) registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or Agreement, to any employee benefit plan or to a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization, or a registration and (ii) registrations on any registration form which does not permit secondary sales or that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities,Securities or registrations in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) 20 days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. Any Holder who elects to include some or all of its Registrable Securities pursuant to this Section 2.3 shall cooperate with the Company in the preparation of any and all documents and instruments the Company deems necessary or convenient for the preparation of any applicable registration statement, and such Holders shall supply the Company with any and all information the Company deems necessary or convenient with respect to any registration statement.

Piggyback Registrations. The Subject to the terms of this Schedule, if the Company proposes to register for its own account any of its equity securities in connection with a public offering of such securities, or if any demand registration of equity securities is requested by investors making investment in the Company subsequent to the issuance of the Notes, the Company shall notify all the Holders of the Registrable Securities in writing at least thirty (30) days Business Days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to any primary or secondary offerings offering of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 3 or Section 2.4 5 of this Agreement Schedule or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days Business Days after receipt of the above-above described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the CompanyCompany or any subsequent investors, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company or any subsequent investors with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Shareholder of the Company shall be granted the piggyback registration right under this Section 4 that is superior to those of the Holders without prior written consent of Holders holding at least sixty percent (60%) of the Registrable Securities then outstanding.

Piggyback Registrations. The Company shall promptly notify all Holders of Registrable Securities in writing at least thirty (30a "Piggyback Notice") days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, whether pursuant to Section 4.2 or otherwise, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization reorganization, combination or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,merger) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, shall within twenty ten (2010) days after receipt of the above-described notice from the CompanyPiggyback Notice, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any such registration statement thereafter filed by the Companystatement, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-above- described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Holder of Registrable Securities shall be granted piggyback registration rights superior to those of the Holders of the Preferred Shares without the consent in writing of the Majority Preferred Shareholders.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities and Put Registrable Securities in writing at least thirty (30) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements to be filed pursuant to Section 2.2 and 2.3 and registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan plans or a with respect to corporate reorganization reorganizations or other transaction covered by transactions under Rule 145 promulgated under of the Securities Act, or a registration ) specifying the approximate date on any registration form which does not permit secondary sales or does not include substantially the same information as would be required Company proposes to be included in a file such registration statement covering the sale of Registrable Securities,) and will afford advising each such Holder an opportunity of its right to include in such registration statement have any or all or any part of the Registrable Securites and Put Registrable Securities then held included among the securities to be covered by such Holderregistration statement. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities or Put Registrable Securities held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities or Put Registrable Securities by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities or Put Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities or Put Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty fifteen (3015) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the CompanyCompany and registration statements effected pursuant to Section 2.2 or by the Company for stockholders other than the Holders, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing. Upon the written request of each Holder, and in the Company shall, subject to the provisions of Section 2.2(c), use commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) calendar days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary follow-on offerings of securities of the CompanyCompany or registrations effected pursuant to a demand registration initiated pursuant to Section 2.2 hereof, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities ActSpecial Registration Statements), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an a reasonable opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty fifteen (2015) calendar days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its such Holder’s Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon in each case subject to the terms and conditions set forth herein. (b) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 2.6 below.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty fifteen (3015) business days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty fifteen (2015) business days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. Upon the request of any Holder timely given in accordance with this Section 2.3, the Company shall, subject to the provisions of this Section 2.3, cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration on the same terms and conditions as the other securities proposed to be sold.

Piggyback Registrations. The Subject to the terms of this Schedule, if the Company proposes to register for its own account any of its equity securities in connection with a public offering of such securities, or if any demand registration of equity securities is requested by other shareholders, the Company shall notify all the Holders of the Registrable Securities in writing at least thirty (30) days Business Days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to any primary or secondary offerings offering of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 2 or Section 2.4 4 of this Agreement Schedule or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty ten (2010) days Business Days after receipt of the above-above described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the CompanyCompany or any subsequent investors, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company or any subsequent investors with respect to offerings of its securities, all upon the terms and conditions set forth herein.. No shareholder of the Company shall be granted piggyback registration rights that are superior to those of the Holders without prior written consent of Holders who hold or would upon Conversion hold Registrable Securities representing at least 60% of the Registrable Securities then outstanding

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) 20 days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) ), and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) 10 days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) 30 days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, Company (but excluding registration statements relating to any registration under Section 2.2 1.2 or Section 2.4 1.4 of this Agreement or to any employee benefit plan or plan, a corporate reorganization reorganization, or any other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) ), and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) 20 days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty fifteen (3015) calendar days prior to filing any registration statement under the Securities Act for purposes of effecting a public an offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 (i) an underwritten public offering of the Common Stock as a result of which the Common Stock will be listed on NASDAQ, NYSE, NYSE American or Section 2.4 of this Agreement or to similar nationally-recognized stock exchange, (ii) any employee benefit plan or (iii) a corporate reorganization reorganization, merger or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,acquisition) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty ten (2010) calendar days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall notify all Holders of each Holder who holds Registrable Securities in writing at least thirty (30) days 10 Business Days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings whether in connection with a public offering of securities by the Company, a public offering of securities by shareholders of the Company, or both, but excluding any registration statements relating to any registration under Section 2.2 an offering that is not a Qualified Equity Offering or Section 2.4 of this Agreement or to any employee benefit plan or which is a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities ActSpecial Registration, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included sales) and in any event including a registration statement covering resulting from obligations arising out of any other registration rights agreement to which the sale of Registrable Securities,) Company is a party, and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days five Business Days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform the Company state such Holder’s desire to include all or a part of the number of Registrable Securities held by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty twenty (3020) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Holder of Registrable Securities shall be granted piggyback registration rights superior to those of the Holders of Preferred Shares without the consent in writing of the Holders of at least a majority of the Ordinary Shares issuable or issued upon conversion of the Preferred Shares, which majority shall include the Ordinary Shares issuable or issued upon conversion of the majority of the Special Preferred Shares.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty fifteen (3015) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding (i) registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan plans or a with respect to corporate reorganization reorganizations or other transaction covered by transactions under Rule 145 promulgated under of the Securities Act, or and (ii) a registration on any registration form in which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale only stock being registered is Common Stock issuable upon conversion of Registrable Securities,debt securities which are also being registered) and will afford each such Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, writing and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The (a) Subject to the terms and conditions of the Lock-Up, the Company shall notify all Holders of each Holder who holds Registrable Securities in writing at least thirty ten (3010) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings whether in connection with a public offering of securities by the Company, a public offering of securities by shareholders of the Company, or both, but excluding any registration statements relating to any registration under Section 2.2 an offering excluded from a Qualified Equity Offering or Section 2.4 of this Agreement or to any employee benefit plan or which is a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities ActSpecial Registration, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,sales) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty five (205) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform the Company state such Holder’s desire to include all or a part of the number of Registrable Securities held by such Holder wishes to include in such the registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The 4.1 At any time after a Qualified IPO, the Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 Clause 3 or Section 2.4 Clause 5 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders of ----------------------- Registrable Securities in writing at least thirty (30) days prior to filing any registration statement statement, after the Company's IPO, under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any --------- registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities and Additional Holders in writing at least thirty fifteen (3015) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,Special Registration Statements) and will afford each such Holder or Additional Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder or Additional Holder. Each Holder or Additional Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementor Additional Holder. If a Holder or Additional Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder or Additional Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. For purposes of this Section 2.3 only, the shares of Common Stock set forth opposite each Additional Holder’s name on Exhibit B shall be deemed Registrable Securities.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 2.1 or Section 2.4 2.3 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The If (but without any obligation to do so) the Company shall notify all Holders proposes to register (including for this purpose a registration effected by the Company for stockholders than the Holders) any of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement its stock or other securities under the Securities Act for purposes of effecting a in connection with the public offering of such securities of the Company solely for cash (including, but not limited to, other than registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder Company shall, at such time, promptly notify each Holder in writing of such registration). Upon the written request of each Holder given within twenty (20) days after receipt mailing of the above-described such notice from the Company, so notify by the Company in writingaccordance with Section 3.1 hereof, and in such notice shall inform the Company shall subject to the provisions of Section 1.2(a) hereof, cause to be registered under the Securities Act all of the number of Registrable Securities that each such Holder wishes has requested to include in such registration statementbe registered. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The If at any time during the Effective Period there is not an effective registration statement covering all the Registrable Securities and the Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior determine to filing any file a registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to (i) any employee benefit plan or (ii) a corporate reorganization reorganization, merger or other transaction covered by Rule 145 promulgated under acquisition), then the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required Company shall notify all Holders in writing at least thirty (30) calendar days prior to be included in a registration statement covering the sale of Registrable Securities,) such filing and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) calendar days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any its Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities Holder in writing at least thirty twenty (3020) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, Company but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or solely to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Common Stock of the Company issuable upon exercise of this Warrant ("Registrable Securities then held by such HolderSecurities"). Each Subject to clause (i) of this Section 4(a), in the event that Holder desiring desires to include in any such registration statement all 5 or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides is not permitted to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. Not withstanding anything to the contrary contained in this Section 4, Holder shall have no registration or related rights with respect to the S-1 registration statement filed by the Company on June 12, 2000.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities and Funds Holders of Funds Shares (individually, a “Piggyback Participant”; collectively, the “Piggyback Participants”) in writing at least thirty (30) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan plans or a with respect to corporate reorganization reorganizations or other transaction covered by transactions under Rule 145 promulgated under of the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder Piggyback Participant an opportunity to include in such registration statement all or any part of the such Registrable Securities then or Funds Shares held by such HolderPiggyback Participant. Each Holder Piggyback Participant desiring to include in any such registration statement all or any part of the Registrable Securities or Funds Shares held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities or Funds Shares by such Holder wishes to include in such registration statementPiggyback Participant. If a Holder Piggyback Participant decides not to include all of its Registrable Securities or Funds Shares in any registration statement thereafter filed by the Company, such Holder Piggyback Participant shall nevertheless continue to have the right to include any Registrable Securities or Funds Shares in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) calendar days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary follow-on offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,Special Registration Statements) and will afford each such Holder an a reasonable opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder; provided that, with respect to the filing of a registration statement under the Securities Act for purposes of the Company's Initial Public Offering, such notice shall be given not later than three (3) business days following the filing of such registration statement. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty fifteen (2015) calendar days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its such Holder’s Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon in each case subject to the terms and conditions set forth herein.

Piggyback Registrations. The (a) Right to Piggyback Registrations. Whenever the Company shall notify all Holders or another party having registration rights proposes that the Company register any of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement the Company's equity securities under the Securities Act for purposes of effecting (other than a public offering of securities registration on Form S-4 relating solely to a transaction described in Rule 145 of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, Act or a registration on Form S-8 or any registration form successor forms thereto), whether or not for sale for the Company's own account, the Company will give prompt written notice of such proposed filing to all Holders at least 30 days before the anticipated filing date. Such notice shall offer such Holders the opportunity to register such amount of Registrable Securities as they shall request (a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which does not permit secondary sales or does not include substantially the same information as would be required Company has received written requests for inclusion therein within 20 days after such notice has been given by the Holders to the Company. If the Registration Statement relating to the Piggyback Registration is to cover an underwritten offering, such Registrable Securities shall be included in a registration statement covering the sale of Registrable Securities,) underwriting on the same terms and will afford each such conditions as the securities otherwise being sold through the underwriters. Each Holder an opportunity shall be permitted to include in such registration statement withdraw all or any part of the Registrable Securities then held by from a Piggyback Registration at any time prior to the effective time of such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinPiggyback Registration.

Piggyback Registrations. The (a) In addition to the Company’s obligations with respect to the Resale Registration Statement set forth in Section 3.1, from and after the date hereof, the Company shall also notify all Holders of Registrable Securities in writing at least thirty ten (3010) days prior to the filing of any other registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company Common Stock solely for cash (including, but not limited to, registration statements relating to secondary offerings of securities of the CompanyCommon Stock), but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actthan an Excluded Registration, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement (other than a registration statement for an Excluded Registration) all or any part of the such Registrable Securities then held by such Holder; provided, that, the Company shall have no obligation to notify any Holder of any such registration statement if the Company has received a Demand Registration Request or if any Registration Statement covering all of the outstanding Registrable Securities is then effective. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty ten (2010) days after receipt of the above-described notice from the Company, so notify the Company in writing. In such event, and in such notice shall inform the Company right of the number of Registrable Securities any such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by for the Company, underwritten public offering of securities of the Company pursuant to this Section 3.2 shall be conditioned upon such Holder shall nevertheless continue to have Holder’s participation in such underwriting and the right to include any inclusion of such Holder’s Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect underwriting to offerings of its securities, all upon the terms and conditions set forth herein.extent

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Holder of Registrable Securities shall be granted piggyback registration rights superior to those of the Holders of the Series A Preferred Shares without the consent in writing of the Holders of at least fifty percent (50%) of the Registrable Securities.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (or as the case may be, the shares or securities of the relevant entity resulting from any merger, consolidation, reorganisation or other arrangement made by or to the Company for the purpose of such public offering) including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 2.3 or Section 2.4 2.5 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or 2.3or Section 2.4 2.5 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Acttransaction, an offer and sale of debt securities, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) sales), and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.. (b)

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the CompanyCompany and registration statements requested by the Carlyle Holders by exercising their registration rights pursuant to Section 2.3 or 2.5 of the Carlyle Rights Agreement, but excluding registration statements relating to the initial public offering by the Company, to any registration under Section 2.2 1.3 or Section 2.4 1.5 of this Agreement or to any employee benefit plan plan, corporate reorganization, exchange offer or a corporate reorganization or other transaction covered by Rule 145 promulgated under offering of securities solely to the Securities ActCompany’s existing shareholders), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed pursuant to Sections 1.3, 1.4, or 1.5 by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. 3.1. The Company agrees that it shall notify all Holders of include the Registrable Securities in writing the Initial Shelf Registration or Subsequent Shelf Registration it files pursuant to the terms of the Registration Rights Agreement (a "Piggyback Shelf Registration"). The Company agrees that it shall maintain the Shelf Registration Continuously Effective with respect to such Registrable Securities for so long as there are any Registrable Securities then outstanding, and that the provisions of Sections 5 through 10 hereof shall apply with respect to such Shelf Registration. 3.2. If all of the Registrable Securities are not included in a Shelf Registration that is Continuously Effective pursuant to Section 3.1 hereof, and if at least thirty any time the Company proposes to register (30including for this purpose a registration effected by the Company for holders of the Company's securities other than the Holders) days prior to filing any registration statement securities under the Securities Act for purposes of effecting a in connection with the public offering of securities of solely for cash on Form ▇-▇, ▇-▇ or S-3 (or any replacement or successor forms), the Company shall promptly give each Holder of Registrable Securities written notice of such registration (includinga "Piggyback Registration"). Upon the written request of each Holder given within 20 days following the date of such notice, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required Company shall cause to be included in a such registration statement covering and use all reasonable efforts to be registered under the sale of Securities Act all the Registrable Securities,) and will afford Securities that each such Holder an opportunity shall have requested to include in such be registered. The Company shall have the absolute right to withdraw or cease to prepare or file any registration statement all for any offering referred to in this Section 3 without any obligation or liability to any part of the Registrable Securities then held by such Holder. --------- 3.3. Each Holder desiring shall be entitled to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of have its Registrable Securities included in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue an unlimited number of Piggyback Registrations pursuant to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.this Section 3. ---------

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Holder of Registrable Securities shall be granted piggyback registration rights superior to those of the Holders of the Preferred Shares without the consent in writing of the Holders of at least two thirds (2/3) of the Preferred Shares or Ordinary Shares issued upon conversion of the Preferred Shares or a combination of such Preferred Shares and Ordinary Shares.

Piggyback Registrations. The Company Corporation shall notify all Holders of Registrable Securities in writing at least thirty (30) 30 days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company Corporation (including, but not limited to, registration statements relating to secondary offerings of securities of the CompanyCorporation, but excluding registration statements relating to any registration under Section 2.2 1.2 or Section 2.4 1.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) 20 days after receipt of the above-described notice from the CompanyCorporation, so notify the Company Corporation in writing, and in such notice shall inform the Company Corporation of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the CompanyCorporation, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company Corporation with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 1.2 of this Agreement or to any employee benefit plan plan, acquisition or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such HolderHolder that are not currently included in another registration statement. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such HolderHolder together with the holders of any other securities and of the Company entitled to inclusion in such registration, on a pro-rata basis. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include inched in such registration statement. If a Holder decides not to request to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.. Notwithstanding the foregoing, the registration rights granted to the Investors in this Section 2.3 shall not be applicable with respect to any registrations

Piggyback Registrations. The Company Excite shall notify all Holders of Registrable Securities Intuit in writing at least thirty (30) days prior to filing any registration statement under the Securities 1933 Act for purposes of effecting a public offering of securities of the Company Excite (including, but not limited to, registration statements relating to secondary offerings of securities of the CompanyExcite, but excluding registration statements on Form S-8 or S-4 or relating to any registration under Section 2.2 or Section 2.4 of this Agreement or solely to any employee benefit plan or a corporate reorganization an acquisition of any entity or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,business) and will afford each such Holder Intuit, subject to the terms and conditions set forth herein, an opportunity to include in such registration statement all or any part of the Intuit Registrable Securities then held by such HolderIntuit. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder Intuit shall, within twenty (20) days after receipt of the above-described notice from the CompanyExcite, so notify the Company Excite in writing, and in such notice shall inform the Company Excite of the number of Intuit Registrable Securities such Holder Intuit wishes to include in such registration statement. If a Holder Intuit decides not to include all of its the Intuit Registrable Securities in any registration statement thereafter filed by the CompanyExcite, such Holder Intuit shall nevertheless continue to have the right to include any Intuit Registrable Securities not included in such registration statement in any subsequent registration statement or registration statements as may be filed by the Company Excite with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. For purposes of Sections 2.3, 2.8, 2.9, 2.10, 2.11 and 2.13 only; "Registrable Securities" shall also be deemed to include Warrant Securities and "Holder" shall also be deemed to include each Warrantholder. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a plans and corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganizations) and will afford each such Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder, provided, that such notice shall not obligate the Company to file such registration statement. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Whenever the Company shall notify all Holders proposes to register any of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement its securities under the Securities Act for purposes of effecting (other than pursuant to a public offering of securities of the Company (includingregistration on Form S-8 or Form S-4 or any successor forms, but not limited to, a registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any covering only an employee benefit plan or a corporate reorganization or other transaction covered by (as defined in Rule 145 promulgated under 405 of the Securities Act, ) or a registration on any covering only securities proposed to be issued in exchange for securities or assets of another corporation) and the registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a used may be used for the registration statement covering the sale of Registrable Securities,) Securities (a "Piggyback Registration"), the Company will give prompt written notice to all holders of Registrable Securities and will afford each such Holder an opportunity to shall include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring with respect to include in any such registration statement all or any part of which the Registrable Securities held by such Holder shall, Company has received written requests for inclusion therein within twenty (20) days 15 Business Days after receipt of the above-described notice from day on which the Company's notice is deemed delivered under the terms hereof. Notwithstanding anything herein to the contrary, so notify in connection with any Registration under this Section 13(c) involving an underwriting, the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right be required to include any Registrable Securities in any subsequent registration statement or registration statements such offering unless the holders thereof accept the terms of the underwriting as may be filed by agreed upon between the Company with respect and the underwriters selected by it. If in the opinion of the managing underwriter, it is appropriate because of marketing factors to offerings limit the number of its securitiesRegistrable Securities to be included in the offering pursuant to this Section 13(c), all upon then the terms and conditions set forth hereinCompany shall include in the offering only that number of Registrable Securities, if any, that the managing underwriter believes would not jeopardize the offering. The Company shall have the right to postpone or withdraw any Registration effected pursuant to this Section 13(c) without obligation to any Holder.

Piggyback Registrations. The Company shall notify all Registered Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement 1.3, below, or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will afford each such Registered Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Registered Holder. Each Registered Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Registered Holder shall, shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Registered Holder wishes to include in such registration statement. If a Registered Holder decides not to include all of his, her or its Registrable Securities in any registration statement thereafter filed by the Company, such Registered Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders the Holder of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or than a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required relating solely to be included in a registration statement covering the sale of Registrable Securities,securities to participants in a Company stock plan) whether for its own account or the account of other stockholders or both and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each If the Holder desiring desires to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a the Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the forfeit its right to include any remaining Registrable Securities held by such Holder in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company After the effective date of this Agreement, Pure Cycle shall notify all Holders of each Holder holding Registrable Securities in writing at least thirty ten (3010) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities Common Stock of the Company Pure Cycle (including, but not limited to, including registration statements filed at the request of any holder relating to secondary offerings by such holder of securities Common Stock of the CompanyPure Cycle, but excluding registration statements relating to any registration (i) effected under Section 2.2 or Section 2.4 1.2 of this Agreement or to Agreement, (ii) registering Common Stock under any employee benefit plan or a (iii) registering Common Stock for use in an acquisition or corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder Holders an opportunity to include their Registrable Securities in such registration statement all or any part of the Registrable Securities then held by such Holderstatement. Each If a Holder desiring desires to include in any such registration statement all or any part of the Registrable Securities held by such the Holder, the Holder shall, within twenty five (205) days after receipt of the above-described notice from the CompanyPure Cycle, so notify the Company Pure Cycle in writing, and in such notice shall inform the Company Pure Cycle of the number of Registrable Securities such Holder it wishes to include in such registration statementstatement (the “Piggyback Securities”). If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the CompanyPure Cycle, such Holder it shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company Pure Cycle with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders who, along with its affiliates, initially purchased from the Company at least 500,000 Shares (as adjusted for stock splits and combinations) (whether or not at the time of notice such Holder, along with its affiliates, continues to hold 500,000 shares of Registrable Securities (as adjusted for stock splits and combinations)) in writing at least thirty fifteen (3015) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each such Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementHolder. If a such Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 2.3 or Section 2.4 2.5 of this Agreement Agreement, or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No shareholder of the Company shall be granted registration rights equal to or senior to those of the holders of the Registrable Securities without the consent of the holders of at least a majority of the Registrable Securities then outstanding.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 2.3 or Section 2.4 2.5 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Acttransaction, an offer and sale of debt securities, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) sales), and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-above described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty twenty (3020) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) ), and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty ten (2010) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 2.3 or Section 2.4 2.5 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.4 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

Piggyback Registrations. The If there is no effective Registration Statement covering all of the Registrable Securities, the Company shall notify all Holders of Registrable Securities the Investor in writing at least thirty (30) ten days prior to the filing or confidential submission of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to any primary or secondary offerings of securities of the Company, but excluding (i) a registration statements statement solely relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a (ii) with respect to any corporate reorganization or other transaction covered by under Rule 145 promulgated under of the Securities Act, or a registration on any registration form which does not permit secondary sales statements solely related to the issuance or does not include substantially resale of securities issued in such a transaction (together, the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,“Special Registration Statements”)) and will afford each such Holder the Investor an opportunity to include in such registration statement all or any part a portion of (at the discretion of the Investor) such Registrable Securities then held by such Holderthe Investor. Each Holder desiring If the Investor desires to include in any such registration statement all or any part of the Registrable Securities held by such Holder it, it shall, within twenty (20) days five Business Days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder the Investor decides not to include any or all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder the Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement statements or registration statements other offering document as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The (a) Subject to the terms and conditions of the Lock-Up, the Company shall notify all Holders of each Holder who holds Registrable Securities in writing at least thirty (30) 10 days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings whether in connection with a public offering of securities by the Company, a public offering of securities by shareholders of the Company, or both, but excluding any registration statements relating to any registration under Section 2.2 an offering excluded from a Qualified Equity Offering or Section 2.4 of this Agreement or to any employee benefit plan or which is a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities ActSpecial Registration, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,sales) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) five days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform the Company state such Holder’s desire to include all or a part of the number of Registrable Securities held by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Holder of Registrable Securities shall be granted piggyback registration rights superior to those of the Holders of the Preferred Shares without the consent in writing of the Preferred Majority.

Piggyback Registrations. The Subject to the terms of this Agreement, if the Company proposes to register for its own account any of its equity securities in connection with the public offering of such securities, or if any demand registration of equity securities is requested by investors making equity investment in the Company subsequent to the equity investment in the Company by the Holders, the Company shall notify all the Holders of the Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 3.3 or Section 2.4 3.5 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-above described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the CompanyCompany or any subsequent investors, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company or any subsequent investors with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Shareholder of the Company shall be granted the piggyback registration right under this Section 3.4 that is superior to those of the Holders without prior written consent of Holders holding at least fifty percent (50%) of the Registrable Securities.

Piggyback Registrations. The Company shall notify all Holders of ----------------------- Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration regis tration statements relating to secondary offerings of securities of the Company, Company (but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or Agreement, to any employee benefit plan or a corporate reorganization to any merger or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,corporate reorganization)) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration registra tion statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shallwill, within twenty (20) days after receipt of the above-described notice from the CompanyCompany is deemed delivered pursuant to Section 6.1, so notify the Company in writing, and in such notice shall will inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall will nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration whether or not any Holder has elected to include any Registrable Securities in such registration.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty fifteen (3015) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company solely for cash (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder; provided that such notice and inclusion rights shall not apply to the Initial Offering unless stockholders other than the Holders are offered the opportunity to include their shares in the Initial Offering and related registration. In no event shall the proviso in the preceding sentence be construed as an obligation of the Company to offer all stockholders other than Holders the opportunity to participate in the Initial Offering and related registration. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding (i) registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan plans or a with respect to corporate reorganization reorganizations or other transaction covered by transactions under Rule 145 promulgated under of the Securities Act, or Act and (ii) a registration on any statement pertaining to the Initial Offering (provided that the only securities to be sold in such Initial Offering are to be for the account of the Company and such registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale shares of Registrable Securities,any selling shareholders)) and will afford each such Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Subject to the permissibility of registering additional Registrable Securities pursuant to SEC Guidance, if at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior determine to filing any prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act for purposes of effecting a public offering any of securities of the Company its equity securities, other than on Form S-4 or Form S-8 (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 each as promulgated under the Securities Act, ) or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required their then equivalents relating to equity securities to be included issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then the Company shall send to each Holder a registration statement covering written notice of such determination and, if within ten calendar days after the sale date of Registrable Securities,) and will afford each such notice, any such Holder an opportunity to shall so request in writing, the Company shall include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes requests to include be registered, unless in such registration statement. If the case of an underwritten offering, the underwriter requires a Holder decides not to include all of its Registrable Securities cutback, in any registration statement thereafter filed by which event the Company, such Holder shall nevertheless continue be treated pari passu with all other selling shareholders; provided, however, that, the Company shall not be required to have the right to include register any Registrable Securities in any subsequent registration statement or registration statements as may be filed by pursuant to this Section 8(c) that are the Company with respect to offerings subject of its securities, all upon the terms and conditions set forth hereina then effective Registration Statement.

Piggyback Registrations. The Company shall notify all Holders Purchasers of Registrable Securities in writing at least thirty fifteen (3015) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company where such registration statement includes shares to be resold by selling stockholders (including, but not limited to, registration statements relating to secondary offerings of securities of the CompanyCompany where such registration statement includes shares to be resold by selling stockholders, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information Special Registration Statements (as would be required to be included in a registration statement covering the sale of Registrable Securities,defined below)) and will afford each such Holder Purchaser an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such HolderPurchaser. Each Holder Purchaser desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementPurchaser. If a Holder Purchaser decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder Purchaser shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company Registration Statement (including, but not limited to, registration statements Registration Statements relating to secondary offerings of securities of the Company, but excluding registration statements Registration Statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will afford each such Holder an opportunity to include in such registration statement Registration Statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement Registration Statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such Registration Statement. The Company thereupon will use its best efforts as a part of its filing of such Registration Statement to effect the registration statementunder the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holder, to the extent required to permit the disposition of the Registrable Securities so to be registered. If a Holder decides not to include all of its Registrable Securities in any registration statement Registration Statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement Registration Statement or registration statements Registration Statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders of ----------------------- Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of equity securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to (1) the IPO, (2) any --------- registration for which Holders are otherwise given notice and are eligible to participate under Section 2.2 or Section 2.4 of this Agreement Agreement, or to (3) any employee benefit plan or a corporate reorganization or other transaction covered by under Rule 145 promulgated under of the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-above- described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company Excite shall notify all Holders of Registrable Securities AOL in writing at least thirty (30) days prior to filing any registration statement under the Securities 1933 Act for purposes of effecting a public offering of securities of the Company Excite (including, but not limited to, registration statements relating to secondary offerings of securities of the CompanyExcite, but excluding registration statements on Form S-8 or S-4 or relating to any registration under Section 2.2 or Section 2.4 of this Agreement or solely to any employee benefit plan or a corporate reorganization an acquisition of any entity or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,business) and will afford each such Holder AOL, subject to the terms and conditions set forth herein, an opportunity to include in such registration statement all or any part of the AOL Registrable Securities then held by such HolderAOL. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder AOL shall, within twenty (20) days after receipt of the above-described notice from the CompanyExcite, so notify the Company Excite in writing, and in such notice shall inform the Company Excite of the number of AOL Registrable Securities such Holder AOL wishes to include in such registration statement. If a Holder AOL decides not to include all of its the AOL Registrable Securities in any registration statement thereafter filed by the CompanyExcite, such Holder AOL shall nevertheless continue to have the right to include any AOL Registrable Securities not included in such registration statement in any subsequent registration statement or registration statements as may be filed by the Company Excite with respect to offerings of its securities, all upon the terms and conditions set forth herein.